DIRECTORS REPORT
Dear Shareholders,
Your Directors have immense pleasure in presenting the 18th Annual Report on
the business and operations of the Company together with the audited statements of
accounts of the Company for the year ended 31st March, 2012.
FINANCIAL HIGHLIGHTS
The financial results of the Company for the year under review are compared below with
the previous years results for your consideration:
|
|
(Rs. in Lacs) |
|
For the year ended 31.03.2012 |
For the year ended 31.03.2011 |
| Sale & Other Income |
16703.13 |
54135.63 |
| Profit / loss before Depreciation |
(19466.57) |
(41393.61) |
| Profit/loss before Tax |
(19650.78) |
(42720.99) |
| Income Tax Provision |
0.00 |
0.00 |
| Deferred Tax liability |
(6306.29) |
(16780.07) |
| Profit/loss after Tax |
(13344.99) |
(31393.81) |
| Profit & Loss Appropriation |
46.13 |
61.86 |
| Amt. brought forward from previous year |
(8281.33) |
23174.34 |
| Balance carried to Balance Sheet |
(21672.45) |
(8281.33) |
TRANSFER TO RESERVES:
No portion of profits has been transferred to General Reserve Account during the
financial year.
DIVIDEND
In order to keep the continue phase of diversification, additional funds will be
required by your company. In pursuance of the same and also to meet the future funds
requirements of the Company, the Board of Directors of your company decided to use their
internal sources/funds, along with the other sources, for meeting the said additional
funds requirements of the Company.
In view of the same, the directors of your company regret their inability to recommend
any dividend for the current financial year ending on 31st March 2012.
SUBSIDIARY COMPANY:
During the Financial Year 2011-12, the Company has only one subsidiary Company viz.,
M/s. DBG Retail Holdings Limited. The statement pursuant to Section 212 of the Companies
Act, 1956 is attached and forms part of the Annual Report.
In accordance with Accounting Standard 21 relating to consolidated financial statements
your Directors have pleasure in attaching the said consolidated financial statements,
which form part of this report and accounts. These statements have been prepared on the
basis of audited financial statements received from the Subsidiary Company as approved by
its Board.
PRIVATE PLACEMENT:
The Company with a view to expand its business and to integrate its IT operations and
for general corporate purposes as may be decided by the Board in the best interest of the
Company, it is proposed to raise funds up to the tune of Rs. USD 200 Million in one or
more tranches through a public issues and/or on a private placement basis and/or QIP
within the meaning of Chapter VIII of SEBI (issue of Capital and Disclosure Requirements)
Regulations 2009 and/or preferential issue and/or any other kind of public issue and/or
Foreign Currency Convertible Bonds ("FCCBs"), Optionally Convertible Debentures
("OCD"), bonds with share warrant attached, Global Depository Receipts
("GDR"), American Depository Receipts ("ADR") or any other equity
related instrument of the Company or a combination of the foregoing.
CORPORATE GOVERNANCE:
Committed to good corporate governance practices, your Company fully confirm to
standards set out by SEBI and other regulatory authorities and has implemented and
complied with most of its major stipulations. Koutons Retail India Limited is committed to
conduct the business of the company with the highest level of integrity and transparency.
The commitment of your company is clearly reflected in the business activities of the
company. As per clause 49 of the Listing Agreement, a report on Corporate Governance along
with Compliance Certificate from the Practising Company Secretary form part of the Annual
Report.
CodeofConduct
As per Clause 49(I)(D), the Board of the Company has laid down Code of Conduct for all
the Board members of the Company and senior management as well and the same has been
posted on website of the Company. Annual Compliance Report for the year ended 31st
March 2012 has been received from all the Board members and senior management of the
Company regarding the compliance of all the provisions of Code of Conduct. Declaration
regarding compliance by Board Members and senior management personnel with the Companys
Code of Conduct is hereby attached as annexure to this report.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis, forming part of this report as required under
clause 49(IV)(F) of the Listing Agreement with the stock exchanges is annexed to this
report.
DEPOSITS:
The Company has not accepted any deposit within the meaning of Section 58A of the
Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 made
there under.
LISTING FEES:
The equity shares of your company are listed on the Bombay Stock Exchange Limited and
National Stock Exchange of India Limited. The annual listing fee for the financial year
2012-13 has been paid.
DEMATERIALISATION OF SHARES:
Your company has entered into agreements with the National Securities Depository
Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for
dematerialization of the shares of the company. Accordingly the shares of the company are
available for dematerialization and can be traded in Dematform.
DEMAT SUSPENSE ACCOUNT
As on 31.03.2012, 214 Equity Shares of 12 Shareholders were lying in the Escrow Account
due to non-availability of the correct particulars. Despite of the several reminders being
sent at the address given in the Application form as well as captured in depositorys
database, by the Registrars to the Issue, viz., M/s Karvy Computer share Private Limited
no response has been received. As a result the said unclaimed shares are/or being credited
to the Koutons Retail India Limited - Demat Suspense Account opened with Karvy Stock
Broking Limited in view of the compliance of the provisions of
Clause 5A of the Listing Agreement. Every successful allottee who has not received the
shares in its demat Account may approach the Company or its RTA with their correct
particulars and proof of their identity for crediting of the Shares from the Demat
Suspense Account to their individual demat Account. The voting rights on these shares
shall remain frozen till the rightful owner of such shares claims the shares.
DIRECTORS:
Changes since last Annual General Meeting
The following changes took place in the Board of Directors of the Company since the
date of last Annual General Meeting:
> Mr. Rajeev Khandelwal & Mr. Parvesh Ahuja have expressed their inability to
continue with their journey with the Company, due to their personal preoccupations. They
have resigned from the Board w.e.f 21st February 2012 & 18th July 2012. The Board
expresses its gratitude towards the contribution they made during their tenure, has
resigned from the post of Director of the Company and Board accepted the same.
> Mr. Ashwini Kumar and Mr J M Bharadwaj have been appointed on 17th May
2012 & 15th June 2012 respectively as Additional Directors of the Company in terms of
the provisions of Section 260 of the Companies Act, 1956, they hold office upto the date
of ensuing Annual General Meeting of the Company.
It is proposed to regularize their appointment in the ensuing Annual General Meeting.
Retirement of Directors by Rotation
Pursuant to the provisions of the Companies Act, 1956, Mr.D PS Kohli and Mr. G SSawhney
Directors of your Company, retire by rotation at the ensuing Annual General Meeting of
your Company, and being eligible, have offered themselves for reappointment.
Brief resume of the Directors proposed to be appointed / re-appointed, nature of their
expertise in specific functional areas and names of companies in which they hold
directorship and membership/ chairmanship of the Board / Committees, as stipulated in
Clause 49 of the Listing Agreement with the Stock Exchanges in India, are provided in the
Report on Corporate Governance forming part of the Annual Report.
STATUTORY DISCLOSURE:
The Directors of the Company have made necessary disclosures, as required under various
provisions of the Act and Clause 19 of the Listing Agreement.
AUDITORS AND AUDITORS REPORT
M/s. R Chadha & Associates, Chartered Accountants, statutory auditors of the
company, hold office until the conclusion of the forthcoming Annual General Meeting and
being eligible offer themselves for re-appointment. Further M/s B Bhushan & Co.,
Chartered Accountants will be appointed to act as Joint Auditor of the Company, hold
office until the conclusion of the forthcoming Annual General Meeting and being eligible
offer themselves for re-appointment. The Company has received a letter from M/s R Chadha
& Associates and M/s B Bhushan & Co. for their appointment/reappointrnent, if
made, would be within the prescribed limits under Section 224(1B) of the Companies Act,
1956 and that they are not disqualified for such appointment/reappointrnent within the
meaning of Section 226 of the said act.
The Notes on Accounts referred to in the Auditors Report are self-explanatory and
therefore do not call for any further comments.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 217 (2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules 1975, none of the employee is in receipt of
aggregate remuneration of Rs. 60,00,000/- or more if employed throughout the year.
DIRECTORS RESPONSIBILITY STATEMENT
As required under section 217(2AA) of the Companies Act, the Directors hereby confirm
that:
1. in the preparation of the annual accounts for the year ended 31st March, 2012, the
applicable accounting standards had been followed along with proper explanation relating
to material departures;
2. the Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit or loss of the company for that period;
3. the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 1956 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
4. the Directors had prepared the annual accounts on a going concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
Information in accordance with the provisions of Section 217(l)(e) of the Companies
Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign
exchange earnings and outgo is given below:
Information pursuant to section 217 (1) (e) of the Companies Act, 1956, read with
Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, as
amended and forming part of the Directors Report for the financial year ended 31st March,
2012.
A. ENERGY CONSERVATION
| a) Energy conservation measure taken |
Nil |
| b) Additional investment and proposal, if any, being implemented for reduction of
consumption |
Nil |
| c) Impact of measure at (a) and (b) above for reduction of energy consumption and
consequent impact on the cost of production of goods. |
Nil |
| d) Total energy consumption and energy consumption per unit of production: |
N.A |
B. TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION
The particulars regarding absorption of technology is given below as per Form B of the
Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988:
FORM B
Form of Disclosure of particulars with respect to Absorption, Research and Development
(R&D)
(1) Specific areas in which R&D is carried out by the Company:
Manufacture of fashion garments as per Indian and international trends and standards
are the areas in which general research and development work pertaining to the
manufacturing process is carried out by the Company.
(2) Benefits derived as a result of the above R&D:
Product Improvement.
(3) Future Plan of Action: Appropriate actions are being planned.
(4) Expenditure on R&D:
(a) Capital:)
(b) Recurring:) Included in the
(c) Total:) manufacturing
(d) Total R&D expenditure as a percentage of total turnover) cost.
Technology Absorption, Adaptation and Innovation:
(1) Efforts in brief made towards technology absorption, adaptation and innovation:
The Company is monitoring the technological upgradation taking place in other countries
in the field of garment manufacturing and the same are being reviewed for implementation
(2) Benefit derived as a result of the above efforts, e.g. product improvement, cost
reduction, product development, import substitution etc.
Product Improvement.
(3) In case of Imported Technology (Imported during the last 5 years reckoned from the
beginning of the financial year), following information may be furnished:
| (a) Technology Imported: |
N.A |
| (b) Year of Import: |
N.A |
| (c) Has technology been fully absorbed |
NIL |
| (d) If not fully absorbed, areas where this has not taken |
|
| place, reasons therefore and future plans of action: |
|
| FOREIGN EXCHANGE EARNINGS AND OUT GO: |
|
| Activities relating to export initiatives to increase exports |
:N.A. |
|
:N.A. |
| Developments of New export markets for products and services and Export plan |
:N.A. |
|
:N.A. |
During the year under review, the Company has not made any export of its goods and
services, whereas, the company has continued to maintain focus on and avail of export
opportunities based on economic consideration.
Foreign Exchange Earning and Outgo:
| (Rs. In Lacs) |
|
| a) Imports on C/F basis |
Nil |
| b) Expenditure in Foreign Currency (Foreign traveling Directors) |
Nil |
| c) Earning in Foreign Currency |
370.25 |
The Company mainly deals in domestic market.
ACKNOWLDEGEMENT
Your Directors would like to express their grateful appreciation for the assistance and
co-operation received from Banks, Government Authorities and shareholders during the year
under review. Your Directors wish to place on record their deep sense of appreciation
forthe devoted services of the executives, staff and workers of the Company for its
success.
| Date: 27th December 2012 |
For and on behalf of Board of Directors |
| Place: Gurgaon |
DPS Kohli |
|
Chairman |
+91-9892691696
